Corporate Law at Uzbekistan
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Corporate Law in Uzbekistan
Corporate law in Uzbekistan regulates the formation, operation, governance, and dissolution of corporations and other business entities. It is primarily governed by a combination of laws, including the Law on Joint-Stock Companies and Protection of Shareholders’ Rights (JSC Law), the Civil Code, and related legislation.
Key Features:
1. Types of Business Entities
Joint-Stock Companies (JSCs):
Most common corporate form.
Can be open (public) or closed (private).
Ownership represented by shares.
Open JSCs must offer shares publicly, while closed JSCs restrict share transfer.
Limited Liability Companies (LLCs):
Owned by one or more persons.
Liability limited to the contribution.
Other forms include partnerships, sole proprietorships, and cooperatives.
2. Incorporation & Registration
Businesses must be registered with the State Registration Authority.
Required documents include charter documents, founders' details, and capital information.
Minimum charter capital requirements differ by company type.
3. Corporate Governance
Managed by a General Meeting of Shareholders, Board of Directors, and Executive Body (CEO or management).
Shareholders hold rights such as voting, dividends, and information access.
Protection of minority shareholders is emphasized under the law.
4. Share Capital & Shares
Share capital is divided into shares (common and preferred).
Share issuance, transfer, and redemption are regulated.
Dividend distribution rules are defined by law.
5. Financial Reporting and Auditing
Companies must prepare annual financial statements.
External audit is mandatory for JSCs.
Reporting requirements aim for transparency and investor protection.
6. Mergers, Acquisitions, and Restructuring
Procedures for mergers, acquisitions, spin-offs, and reorganizations are codified.
Require approval from shareholders and registration.
7. Legal Reforms
Uzbekistan has been reforming corporate laws to improve the business environment, attract foreign investment, and align with international standards.
New regulations often focus on easing registration, improving corporate governance, and enhancing shareholder rights.
Sources of Corporate Law:
Law on Joint-Stock Companies and Protection of Shareholders’ Rights (latest version)
Civil Code of Uzbekistan
Law on Limited Liability Companies
Other relevant regulations and government decrees
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